Securities code: Sansure Biotech Inc(688289) securities abbreviation: Sansure Biotech Inc(688289) Announcement No.: 2022035 Sansure Biotech Inc(688289)
Announcement on profit distribution plan in 2021
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Distribution ratio per share: cash dividend of 3.75 yuan (including tax) for every 10 shares.
The profit distribution is based on the total share capital of the company registered on the equity registration date of Sansure Biotech Inc(688289) (hereinafter referred to as “the company”) implementing equity distribution minus the shares in the special securities account for repurchase of the company. The specific date will be specified in the announcement on the implementation of equity distribution.
If the base of the total share capital of the company minus the shares in the special account for repurchase of the company changes before the equity registration date of equity distribution, it is proposed to maintain the distribution proportion per share unchanged and adjust the total distribution accordingly.
The proportion of cash dividend in this year is less than 30%, which is mainly due to the comprehensive consideration of the current industry characteristics and development stage of the company, combined with the current operating conditions and future capital needs. In order to promote the implementation of various strategic plans of the company and ensure the sustainable, stable and healthy development of the company, the company proposes this profit distribution plan for 2021, which not only protects the legitimate rights and interests of investors, but also takes into account the needs of the sustainable and stable development of the company.
1、 Contents of profit distribution plan
The audit of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) confirmed that the net profit attributable to the shareholders of the listed company in 2021 was 224269639558 yuan, and the distributable profit of the parent company was 378010491461 yuan as of December 31, 2021.
The annual profit distribution plan for 2021 is as follows: the company plans to distribute a cash dividend of 3.75 yuan (including tax) to all shareholders for every 10 shares based on the total share capital of the company registered on the equity registration date of equity distribution minus the shares in the company’s special securities repurchase account. As of April 18, 2022, the total share capital of the company is 40000000000 shares. After deducting 4791299 shares in the special securities account for repurchase, the total cash dividend to be distributed is 14820326288 yuan (including tax).
According to the resolution of the third extraordinary general meeting of shareholders in 2021, the company has distributed a dividend of 7.5 yuan (including tax) for the first three quarters of 2021 to all shareholders for every 10 shares in December 2021. After deducting 920000 shares in the special securities account for repurchase, the actual number of share capital participating in the distribution is 399080000 shares, and the total cash dividend distributed is 299310000 yuan (including tax).
In order to establish and improve the company’s long-term incentive mechanism, the company carried out share repurchase through centralized bidding trading through the trading system of Shanghai Stock Exchange. As of December 31, 2021, the total amount of funds paid for repurchase was RMB 19998382097. According to the rules on share repurchases of listed companies and the guidelines for self-regulation of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, if a listed company repurchases shares in the form of offer and centralized bidding with cash as consideration, it shall be regarded as a cash dividend of a listed company and included in the relevant proportion of cash dividend.
To sum up, the cumulative cash dividend of this year is 64749708385 yuan, accounting for 28.87% of the net profit attributable to the shareholders of the listed company in 2021.
If the base of the total share capital of the company minus the shares in the special account for repurchase of the company changes before the equity registration date of equity distribution, it is proposed to maintain the distribution proportion per share unchanged and adjust the total distribution accordingly. If the subsequent total share capital changes, the company will separately announce the specific adjustment.
The profit distribution plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Description of cash dividend ratio less than 30% in this year
The net profit attributable to the shareholders of the listed company in 2021 was 224269639558 yuan. As of December 31, 2021, the distributable profit of the parent company was 378010491461 yuan. The total cash dividend to be distributed by the company this year is 64749708385 yuan, accounting for 28.87% of the net profit attributable to the shareholders of the listed company in 2021, less than 30%. The specific reasons are as follows:
(I) industry situation and characteristics of the company
According to the guidelines for Industry Classification of listed companies, the company belongs to pharmaceutical manufacturing industry (classification code C27); According to the national economic industry classification, it belongs to the medical instrument and equipment manufacturing industry in the pharmaceutical manufacturing industry (classification code c358). At present, the company’s main products are in vitro diagnostic reagents specified in the measures for the registration and management of in vitro diagnostic reagents. Blood screening products belong to the manufacturing of biological drugs (c2761) in the pharmaceutical manufacturing industry. The company belongs to a typical technology intensive industry, with high core technical barriers, complex production process and great difficulty in technology mastery and innovation. At present, the company’s main products are in vitro diagnostic reagents specified in the measures for the registration and management of in vitro diagnostic reagents. In vitro diagnosis is an important part of the development of modern laboratory medicine and precision medicine. Clinical application runs through the whole process of disease diagnosis and treatment, such as disease prevention, risk assessment, disease diagnosis, treatment scheme selection and curative effect evaluation. It provides doctors with a large amount of useful clinical diagnosis information and has increasingly become an important part of human disease diagnosis and treatment. As people have higher requirements for disease risk prediction, health management, chronic disease management and other fields, in vitro diagnosis has also attracted more and more attention, especially as the core of the development of precision medicine, molecular diagnosis and POCT have become the two fastest-growing segments of the industry.
(II) development stage of the company and its own business model
The company is an overall solution provider of in vitro diagnosis with independent innovative gene technology as the core and integrating diagnostic reagents, instruments and third-party medical testing services. Adhering to the corporate mission of “Pratt & Whitney gene technology for the benefit of human health”, the company has formulated the “tens of millions” strategic deployment of “deeply cultivating Hunan’s 10 billion market, leading the national 100 billion market and developing the international trillion market”, and will build itself into an international industry leader as the overall strategic goal of the company. Based on the established technical platform and technical advantages, with the two wheel drive of “innovation + service”, build the source of strength for the evergreen development of Shengxiang foundation, build a new ecology of universal and full scene application of molecular diagnosis, and promote gene technology to become the backbone of serving human health.
During the reporting period, the company continued to give full play to the systematic and full scene overall solution advantages of the “Shengxiang solution”, moved from the traditional leader of the molecular diagnosis industry to a new journey of a platform company with comprehensive development in multiple business areas of in vitro diagnosis, and continued to grasp the global in vitro diagnosis market opportunities.
(III) profitability and capital demand of the company
In 2021, the company realized an operating income of 451453926646 yuan, and the net profit attributable to the shareholders of the listed company was 224269639558 yuan. At this stage, the company is in an important development stage of rapid growth and strategic layout. It has made systematic long-term planning in terms of R & D investment, capacity construction, marketing layout, international development, industrial chain extension and so on, and there is a large capital demand.
(IV) reasons for the low level of cash dividends of the company
In view of the current industry characteristics and development stage of the company, combined with the current operating conditions and future capital needs, in order to promote the implementation of various strategic plans of the company and ensure the sustainable, stable and healthy development of the company, the company puts forward this profit distribution plan for 2021, which not only protects the legitimate rights and interests of investors, but also takes into account the needs of the sustainable and stable development of the company.
(V) the exact purpose of retained undistributed profits and the estimated income of the company
The undistributed profits retained by the company will be used for strategic planning projects such as the company’s new product R & D investment, international strategic layout, talent team construction, platform enterprise building, industrial chain extension and project construction related to the company’s main business, which is conducive to promoting the smooth implementation of the company’s medium and long-term development strategic planning and ensuring healthy and sustainable development.
The company will always pay attention to the protection of investors’ rights and interests, in strict accordance with relevant laws and regulations and the requirements of regulatory authorities, and comprehensively consider the impact of various factors related to profit distribution, strive to maintain the continuity and stability of profit distribution, adhere to the attribute of scientific innovation and value creation, and bring long-term and stable returns to investors. 3、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
The company held the third meeting of the first board of directors in 2022 on April 18, 2022, at which the Sansure Biotech Inc(688289) 2021 annual profit distribution plan was adopted by unanimous vote.
(II) opinions of independent directors
The 2021 profit distribution plan of the company comprehensively considers the overall strategic layout and capital demand of the company, and complies with relevant laws and regulations and relevant provisions on profit distribution in the articles of association. The implementation of the plan is conducive to the sustainable and stable development of the company, and there is no damage to the rights and interests of all shareholders, especially small and medium-sized shareholders. We agree to submit the profit distribution plan to the general meeting of shareholders for deliberation.
(III) opinions of the board of supervisors
The company held the second meeting of the first board of supervisors in 2022 on April 18, 2022, and approved the Sansure Biotech Inc(688289) 2021 annual profit distribution plan by unanimous vote. The board of supervisors agreed to submit the proposal to the general meeting of shareholders for deliberation.
4、 Relevant risk tips
(I) this profit distribution plan combines the company’s development stage, future capital demand and other factors, and will not have a significant impact on the company’s operating cash flow, normal operation and long-term development.
(II) the profit distribution plan can only be implemented after being submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. Please pay attention to the investment risks.
It is hereby announced.
Sansure Biotech Inc(688289) board of directors April 19, 2022
